EXHIBIT 4.2
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE ("Supplemental Indenture"), dated as of March 16,
2005, among Genesis HealthCare Corporation, a Pennsylvania corporation (the
"Company"), the certain subsidiaries of the Company set forth on Schedule I
attached hereto (each, a "Guaranteeing Subsidiary"), the other Guarantors (as
defined in the Indenture referred to herein) party hereto and The Bank of New
York, as trustee under the Indenture referred to below (the "Trustee").
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the Trustee
an indenture, dated as of October 28, 2003, as supplemented by that certain
Supplemental Indenture dated as of January 20, 2004 (as supplemented, the
"Indenture"), providing for the issuance of 8% Senior Subordinated Notes due
2013 (the "Notes");
WHEREAS, the Indenture provides that under certain circumstances each
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which such Guaranteeing Subsidiary shall unconditionally
Guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Subsidiary Guarantee");
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture; and
WHEREAS, effective as of March 2, 2005, upon execution of the amended and
restated Credit Agreement, the Guarantors set forth on Schedule II attached
hereto were released from any Obligations under the Notes and the Indenture and
such Guarantors are no longer parties to the Indenture (collectively, the
"Released Guarantors").
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
mutually covenant and agree for the equal and ratable benefit of the Holders of
the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby agrees as
follows:
(a) Along with all Guarantors named in the Indenture (other
than the Released Guarantors), to jointly and severally Guarantee to
each Holder of a Note authenticated and delivered by the Trustee and
to the Trustee and its successors and assigns, the Notes or the
obligations of the Company hereunder or thereunder, that:
(i) the principal of, and premium, if any, and interest
on the Notes will be promptly paid in full when due, whether at
maturity, by acceleration, redemption or otherwise, and interest on
the overdue principal of and interest on the Notes, if any, if
lawful, and all other obligations of the Company to the Holders or
the Trustee hereunder or thereunder will be promptly paid in full or
performed, all in accordance with the terms hereof and thereof; and
(ii) in case of any extension of time of payment or
renewal of any Notes or any of such other obligations, that same
will be promptly paid in full when due or performed in accordance
with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. Failing payment when due of
any amount so Guaranteed or any performance so Guaranteed for
whatever reason, the Guarantors shall be jointly and severally
obligated to pay the same immediately.
(b) The obligations hereunder shall be unconditional,
irrespective of the validity, regularity or enforceability of the
Notes or the Indenture, the absence of any action to enforce the
same, any waiver or consent by any Holder of the Notes with respect
to any provisions hereof or thereof, the recovery of any judgment
against the Company, any action to enforce the same or any other
circumstance which might otherwise constitute a legal or equitable
discharge or defense of a Guarantor.
(c) The following is hereby waived: diligence, presentment,
demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all
demands whatsoever.
(d) This Subsidiary Guarantee shall not be discharged except
by complete performance of the obligations contained in the Notes
and the Indenture, and the Guaranteeing Subsidiary accepts all
obligations of a Guarantor under the Indenture.
(e) If any Holder or the Trustee is required by any court or
otherwise to return to the Company, the Guarantors, or any
custodian, trustee, liquidator or other similar official acting in
relation to either the Company or the Guarantors, any amount paid by
either to the Trustee or such Holder, this Subsidiary Guarantee, to
the extent theretofore discharged, shall be reinstated in full force
and effect.
(f) The Guaranteeing Subsidiary shall not be entitled to any
right of subrogation in relation to the Holders in respect of any
obligations Guaranteed hereby until payment in full of all
obligations Guaranteed hereby.
(g) As between the Guarantors, on the one hand, and the
Holders and the Trustee, on the other hand, (x) the maturity of the
obligations Guaranteed hereby may be accelerated as provided in
Article 6 of the Indenture for the
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purposes of this Subsidiary Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in
respect of the obligations Guaranteed hereby, and (y) in the event
of any declaration of acceleration of such obligations as provided
in Article 6 of the Indenture, such obligations (whether or not due
and payable) shall forthwith become due and payable by the
Guarantors for the purpose of this Subsidiary Guarantee.
(h) The Guarantors shall have the right to seek contribution
from any non-paying Guarantor so long as the exercise of such right
does not impair the rights of the Holders under the Subsidiary
Guarantee.
(i) Pursuant to Section 10.02 of the Indenture, after giving
effect to any maximum amount and all other contingent and fixed
liabilities that are relevant under any applicable Bankruptcy or
fraudulent conveyance laws, and after giving effect to any
collections from, rights to receive contribution from or payments
made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under Article 10 of the
Indenture, this new Subsidiary Guarantee shall be limited to the
maximum amount permissible such that the obligations of such
Guarantor under this Subsidiary Guarantee will not constitute a
fraudulent transfer or conveyance.
3. EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees that the
Subsidiary Guarantees shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Subsidiary Guarantee.
4. GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.
(a) Each Guaranteeing Subsidiary may not sell or otherwise
dispose of all substantially all of its assets to, or consolidate
with or merge with or into (whether or not such Guarantor is the
surviving Person) another Person, other than the Company or another
Guarantor unless:
(i) immediately after giving effect to such transaction,
no Default or Event of Default exists; and
(ii) either (A) subject to Sections 10.04 and 10.05 of
the Indenture, the Person acquiring the property in any such sale or
disposition or the Person formed by or surviving any such
consolidation or merger unconditionally assumes all the obligations
of that Guarantor, pursuant to a supplemental indenture in form and
substance reasonably satisfactory to the Trustee, under the Notes,
the Indenture and the Subsidiary Guarantee on the terms set forth
herein or therein; or (B) the Net Proceeds of such sale or other
disposition are applied in accordance with the applicable provisions
of the Indenture, including without limitation, Section 4.10
thereof.
(b) In case of any such consolidation, merger, sale or
conveyance and upon the assumption by the successor Person, by
supplemental indenture, executed and delivered to the Trustee and
satisfactory in form to the Trustee, of
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the Subsidiary Guarantee endorsed upon the Notes and the due and
punctual performance of all of the covenants and conditions of the
Indenture to be performed by the Guarantor, such successor Person
shall succeed to and be substituted for the Guarantor with the same
effect as if it had been named herein as a Guarantor. Such successor
Person thereupon may cause to be signed any or all of the Subsidiary
Guarantees to be endorsed upon all of the Notes issuable under the
Indenture which theretofore shall not have been signed by the
Company and delivered to the Trustee. All the Subsidiary Guarantees
so issued shall in all respects have the same legal rank and benefit
under the Indenture as the Subsidiary Guarantees theretofore and
thereafter issued in accordance with the terms of the Indenture as
though all of such Subsidiary Guarantees had been issued at the date
of the execution hereof.
(c) Except as set forth in Articles 4 and 5 and Section 10.05
of Article 10 of the Indenture, and notwithstanding clauses (a) and
(b) above, nothing contained in the Indenture or in any of the Notes
shall prevent any consolidation or merger of a Guarantor with or
into the Company or another Guarantor, or shall prevent any sale or
conveyance of the property of a Guarantor as an entirety or
substantially as an entirety to the Company or another Guarantor.
5. RELEASES.
(a) In the event of any sale or other disposition of all or
substantially all of the assets of any Guarantor, by way of merger,
consolidation or otherwise, or a sale or other disposition of all of
the Capital Stock of any Guarantor, in each case to a Person that is
not (either before or after giving effect to such transaction) a
Subsidiary of the Company, then such Guarantor (in the event of a
sale or other disposition, by way of merger, consolidation or
otherwise, of all of the Capital Stock of such Guarantor) or the
corporation acquiring the property (in the event of a sale or other
disposition of all or substantially all of the assets of such
Guarantor) shall be released and relieved of any obligations under
its Subsidiary Guarantee; provided that the Net Proceeds of such
sale or other disposition are applied in accordance with the
applicable provisions of the Indenture, including without limitation
Section 4.10 of the Indenture. Upon delivery by the Company to the
Trustee of an Officers' Certificate and an Opinion of Counsel to the
effect that such sale or other disposition was made by the Company
in accordance with the provisions of the Indenture, including
without limitation Section 4.10 of the Indenture, the Trustee shall
execute any documents reasonably required in order to evidence the
release of any Guarantor from its obligations under its Subsidiary
Guarantee.
(b) If the Company designates any Restricted Subsidiary that
is a Guarantor as an Unrestricted Subsidiary in accordance with
Section 4.18 of the Indenture, then such Guarantor shall be released
and relieved of any Obligations under its Subsidiary Guarantee in
accordance with the provisions of the Indenture.
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(c) Upon the full and unconditional release of a Guarantee by
a Subsidiary under all then outstanding Credit Facilities, then such
Guarantor shall be released and relieved of any Obligations under
its Subsidiary Guarantee in accordance with the provisions of the
Indenture; provided, however, that in the event that any such
Subsidiary thereafter Guarantees any Indebtedness of the Company
under any Credit Facility (or if any released Guarantee under any
Credit Facility is reinstated or renewed), then such Subsidiary
shall be required to be a Guarantor by executing a supplemental
indenture and providing the Trustee with an Officer's Certificate
and an Opinion of Counsel.
(d) Any Guarantor not released from its obligations under its
Subsidiary Guarantee shall remain liable for the full amount of
principal of and interest on the Notes and for the other obligations
of any Guarantor under the Indenture as provided in Article 10 of
the Indenture.
6. SUBORDINATION. The Notes and the Subsidiary Guarantees are subordinated
to Senior Debt, as defined in the Indenture. To the extent provided in the
Indenture, Senior Debt must be paid before the Notes may be paid. Each of the
Company and the Guarantors agrees, and each Holder by accepting a Note and a
Subsidiary Guarantee agrees, to the subordination provisions contained in the
Indenture.
7. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, shareholder of a Guaranteeing Subsidiary, as
such, shall have any liability for any obligations of the Company or the
Guaranteeing Subsidiary under the Notes, any Subsidiary Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the
Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes. Such waiver may
not be effective to waive liabilities under the federal securities laws.
8. NEW YORK LAW TO GOVERN. THIS SUPPLEMENTAL INDENTURE AND THE RIGHTS AND
DUTIES OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
9. COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
10. EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction hereof.
11. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by each Guaranteeing Subsidiary and the Company.
-SIGNATURES ON FOLLOWING PAGES-
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, all as of the date first above written.
Dated: March 16, 0000
XXXXX XXXXXX OPERATING CORP.
GMA CONSTRUCTION, INC.
THE XXXXX XXXXXXX PARTNERSHIP HOLDING COMPANY, INC.
THE SOMERSET PARTNERSHIP HOLDINGS COMPANY, INC.
By: /s/ Xxxxx X. XxXxxx
---------------------------
Xxxxx X. XxXxxx
Chief Financial Officer of the foregoing entities
LAKE WASHINGTON, LTD.
By: Lake Manor, Inc., its general partner
XXXXXXXX ASSOCIATES OF N.J., L.P.
By: Southern Ocean GP, LLC, its general partner
THE APPLE VALLEY LIMITED PARTNERSHIP
By: The Apple Valley Partnership Holding Company,
Inc. and Apple Valley Operating Corp., its general
partners
WESTFORD NURSING AND RETIREMENT CENTER,
LIMITED PARTNERSHIP
By: Westford Nursing and Retirement Center, Inc.,
its general partner
By: /s/ Xxxxx X. XxXxxx
------------------------------
Xxxxx X. XxXxxx
Chief Financial Officer of the foregoing entities
XXXXX XXXXXXX GENERAL PARTNERSHIP
By: ADS Multicare Inc. and The Xxxxx Xxxxxxx
Partnership Holding Company, Inc., its general
partners
By: /s/ Xxxxx X. XxXxxx
------------------------------
Xxxxx X. XxXxxx
Chief Financial Officer
[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE DATED MARCH 16, 2005]
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RIVERVIEW RIDGE LIMITED LIABILITY COMPANY
SOUTHERN OCEAN GP, L.L.C.
By: /s/ Xxxxx X. XxXxxx
----------------------------------
Xxxxx X. XxXxxx
Chief Financial Officer of the foregoing entities
SOMERSET RIDGE L.L.C.
By: Somerset Ridge General Partnership, its Manager
By: Solomont Family Fall River Venture, Inc.,
its general partner
By: The Somerset Partnership Holding Company,
Inc., its general partner
By: /s/ Xxxxx X. XxXxxx
----------------------------------
Xxxxx X. XxXxxx
Chief Financial Officer
THE COMPANY
GENESIS HEALTHCARE CORPORATION
By: /s/ Xxxxx X. XxXxxx
-----------------------------------
Name: Xxxxx X. XxXxxx
Title: Chief Financial Officer
THE GUARANTORS
ACADEMY NURSING HOME, INC.
ADS APPLE VALLEY, INC.
ADS CONSULTING, INC.
ADS DANVERS ALF, INC.
ADS DARTMOUTH ALF, INC.
ADS HINGHAM ALF, INC.
ADS HINGHAM NURSING FACILITY, INC.
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ADS HOME HEALTH, INC.
ADS MANAGEMENT, INC.
ADS PALM CHELMSFORD, INC.
ADS RECUPERATIVE CENTER, INC.
ADS RESERVOIR WALTHAM, INC.
ADS SENIOR HOUSING, INC.
ADS/MULTICARE, INC.
ANR, INC.
APPLEWOOD HEALTH RESOURCES, INC.
ASL, INC.
ASSISTED LIVING ASSOCIATES OF BERKSHIRE, INC.
ASSISTED LIVING ASSOCIATES OF LEHIGH, INC.
ASSISTED LIVING ASSOCIATES OF SANATOGA, INC.
BERKS NURSING HOMES, INC.
BRIGHTWOOD PROPERTY, INC.
BRINTON MANOR, INC.
BURLINGTON XXXXX CONVALESCENT CENTER, INC.
CAREFLEET, INC.
CENTURY CARE MANAGEMENT, INC.
CHATEAU VILLAGE HEALTH RESOURCES, INC.
CHELTENHAM LTC MANAGEMENT, INC.
CHG INVESTMENT CORP., INC.
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CHNR-I, INC.
COLONIAL HALL HEALTH RESOURCES, INC.
CONCORD HEALTH GROUP, INC.
CONCORD SERVICE CORPORATION
CRESTVIEW CONVALESCENT HOME, INC.
CRESTVIEW NORTH, INC.
CRYSTAL CITY NURSING CENTER, INC.
CVNR, INC.
XXXX VIEW MANOR, INC.
DELM NURSING, INC.
XXXXX XXXXXX AND ASSOCIATES, INC.
DOVER HEALTHCARE ASSOCIATES, INC.
EIDOS, INC.
ELDERCARE RESOURCES CORP.
ELMWOOD HEALTH RESOURCES, INC.
ENCARE OF PENNYPACK, INC.
ENCARE OF QUAKERTOWN, INC.
ENCARE OF WYNCOTE, INC.
ENR, INC.
GENESIS ELDERCARE CENTERS - BELVEDERE, INC.
GENESIS ELDERCARE CENTERS - CHAPEL MANOR, INC.
GENESIS ELDERCARE CENTERS-XXXXXXX, INC.
[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE DATED MARCH 16, 2005]
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GENESIS ELDERCARE CENTERS - PENNSBURG, INC.
GENESIS ELDERCARE CORP.
GENESIS ELDERCARE DIAGNOSTIC SERVICES, INC.
GENESIS ELDERCARE HOME CARE SERVICES, INC.
GENESIS ELDERCARE HOSPITALITY SERVICES, INC.
GENESIS ELDERCARE LIVING FACILITIES, INC.
GENESIS ELDERCARE NATIONAL CENTERS, INC.
GENESIS ELDERCARE NETWORK SERVICES OF
MASSACHUSETTS, INC.
GENESIS ELDERCARE NETWORK SERVICES, INC.
GENESIS ELDERCARE PARTNERSHIP CENTERS, INC.
GENESIS ELDERCARE PHYSICIAN SERVICES, INC.
GENESIS ELDERCARE PROPERTIES, INC.
GENESIS ELDERCARE REHABILITATION SERVICES, INC.
GENESIS ELDERCARE STAFFING SERVICES, INC.
GENESIS ELDERCARE TRANSPORTATION SERVICES, INC.
GENESIS HEALTH VENTURES OF ARLINGTON, INC.
GENESIS HEALTH VENTURES OF BLOOMFIELD, INC.
[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE DATED MARCH 16, 2005]
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GENESIS HEALTH VENTURES OF CLARKS SUMMIT, INC.
GENESIS HEALTH VENTURES OF INDIANA, INC.
GENESIS HEALTH VENTURES OF XXXXXX, INC.
GENESIS HEALTH VENTURES OF MASSACHUSETTS, INC.
GENESIS HEALTH VENTURES OF NAUGATUCK, INC.
GENESIS HEALTH VENTURES OF NEW GARDEN, INC.
GENESIS HEALTH VENTURES OF POINT PLEASANT, INC.
GENESIS HEALTH VENTURES OF SALISBURY, INC.
GENESIS HEALTH VENTURES OF XXXXX, INC.
GENESIS HEALTH VENTURES OF WEST VIRGINIA, INC.
GENESIS HEALTH VENTURES OF XXXXXX-XXXXX, INC.
GENESIS HEALTH VENTURES OF WINDSOR, INC.
GENESIS HEALTHCARE CENTERS HOLDINGS, INC.
GENESIS HEALTHCARE HOLDING COMPANY I, INC.
GENESIS HEALTHCARE HOLDING COMPANY II, INC.
GENESIS IMMEDIATE MED CENTER, INC.
GENESIS OF PALISADO AVENUE, INC.
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GENESIS PROPERTIES OF DELAWARE CORPORATION
GENESIS SELECTCARE CORP.
GENESIS/VNA PARTNERSHIP HOLDING COMPANY, INC.
GERIATRIC & MEDICAL COMPANIES, INC.
GERIATRIC AND MEDICAL INVESTMENTS CORPORATION
GERIATRIC AND MEDICAL SERVICES, INC.
XXXX-MED CORP.
GLENMARK ASSOCIATES - XXXX VIEW MANOR, INC.
GLENMARK ASSOCIATES, INC.
GLENMARK PROPERTIES, INC.
GMA-BRIGHTWOOD, INC.
GMA-MADISON, INC.
GMA - UNIONTOWN, INC.
GMA PARTNERSHIP HOLDING COMPANY, INC.
GMC LEASING CORPORATION
GMC-LTC MANAGEMENT, INC.
GMS INSURANCE SERVICES, INC.
GOVERNOR'S HOUSE NURSING HOME, INC.
HEALTH RESOURCES OF ACADEMY MANOR, INC.
HEALTH RESOURCES OF XXXXXXXX, INC.
HEALTH RESOURCES OF BROOKLYN, INC.
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HEALTH RESOURCES OF CEDAR GROVE, INC.
HEALTH RESOURCES OF CINNAMINSON, INC.
HEALTH RESOURCES OF COLCHESTER, INC.
HEALTH RESOURCES OF COLUMBUS, INC.
HEALTH RESOURCES OF CUMBERLAND, INC.
HEALTH RESOURCES OF ENGLEWOOD, INC.
HEALTH RESOURCES OF XXXXX, INC.
HEALTH RESOURCES OF FARMINGTON, INC.
HEALTH RESOURCES OF XXXXXXX, INC.
HEALTH RESOURCES OF GLASTONBURY, INC.
HEALTH RESOURCES OF GROTON, INC.
HEALTH RESOURCES OF LAKEVIEW, INC.
HEALTH RESOURCES OF LEMONT, INC.
HEALTH RESOURCES OF XXXXXXXX, INC.
HEALTH RESOURCES OF MIDDLETOWN (RI), INC.
HEALTH RESOURCES OF MORRISTOWN, INC.
HEALTH RESOURCES OF NORTH ANDOVER, INC.
HEALTH RESOURCES OF ROCKVILLE, INC.
HEALTH RESOURCES OF XXXX HILLS, INC.
HEALTH RESOURCES OF WALLINGFORD, INC.
HEALTH RESOURCES OF WARWICK, INC.
HEALTH RESOURCES OF WESTWOOD, INC.
HEALTHCARE RESOURCES CORP.
HELSTAT, INC.
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HILLTOP HEALTH CARE CENTER, INC.
HMNH REALTY, INC.
HNCA, INC.
HORIZON ASSOCIATES, INC.
HORIZON MOBILE, INC.
HORIZON REHABILITATION, INC.
HR OF CHARLESTON, INC.
HRWV HUNTINGTON, INC.
INNOVATIVE HEALTH CARE MARKETING, INC.
KEYSTONE NURSING HOME, INC.
KNOLLWOOD MANOR, INC.
KNOLLWOOD NURSING HOME, INC.
LAKE MANOR, INC.
LAKEWOOD HEALTH RESOURCES, INC.
LAUREL HEALTH RESOURCES, INC.
LEHIGH NURSING HOMES, INC.
LIFE SUPPORT MEDICAL EQUIPMENT, INC.
LIFE SUPPORT MEDICAL, INC.
LRC HOLDING COMPANY, INC.
LWNR, INC.
MABRI CONVALESCENT CENTER, INC.
MANOR MANAGEMENT CORP. OF GEORGIAN MANOR, INC.
MARLINTON ASSOCIATES, INC.
[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE DATED MARCH 16, 2005]
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MARLINTON PARTNERSHIP HOLDING COMPANY, INC.
XXXXXXXX HEALTH CARE CENTER-CONCORD, INC.
XXXXXXXX HEALTH CARE CENTERS, INC.
MERIDIAN HEALTH, INC.
MERIDIAN HEALTHCARE INVESTMENTS, INC.
MERIDIAN HEALTHCARE, INC.
MHNR, INC.
MNR, INC.
XXXXXXXXXX NURSING HOMES, INC.
MULTICARE AMC, INC.
NURSING AND RETIREMENT CENTER OF THE ANDOVERS,
INC.
OAK HILL HEALTH CARE CENTER, INC.
PHC OPERATING CORP.
PHILADELPHIA AVENUE CORPORATION
POCAHONTAS CONTINUOUS CARE CENTER, INC.
PRESCOTT NURSING HOME, INC.
PROSPECT PARK LTC MANAGEMENT, INC.
PROVIDENCE FUNDING CORPORATION
PROVIDENCE HEALTH CARE, INC.
REST HAVEN NURSING HOME, INC.
RHS MEMBERSHIP INTEREST HOLDING COMPANY
RIDGELAND HEALTH RESOURCES, INC.
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RIVERSHORES HEALTH RESOURCES, INC.
RLNR, INC.
ROSE HEALTHCARE, INC.
ROSE VIEW MANOR, INC.
RSNR, INC.
RVNR, INC.
S. T. B. INVESTORS, LTD.
SCHUYLKILL NURSING HOMES, INC.
SENIOR LIVING VENTURES, INC.
SENIOR SOURCE, INC.
SNOW VALLEY HEALTH RESOURCES, INC.
SOLOMONT FAMILY MEDFORD VENTURE, INC.
XXXXXXXX CONVALESCENT CENTER, INC.
STATE STREET ASSOCIATES, INC.
SVNR, INC.
THE ADS GROUP, INC.
THE APPLE VALLEY PARTNERSHIP HOLDING COMPANY,
INC.
THE HOUSE OF XXXXXXXX, INC.
THE MULTICARE COMPANIES, INC.
TMC ACQUISITION CORP.
TRI STATE MOBILE MEDICAL SERVICES, INC.
VALLEY MEDICAL SERVICES, INC.
VALLEY TRANSPORT AMBULANCE SERVICE, INC.
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VERSALINK, INC.
VILLAS REALTY & INVESTMENTS, INC.
WALNUT LTC MANAGEMENT, INC.
WAYSIDE NURSING HOME, INC.
XXXXXXXXXX AMBULANCE SERVICE, INC.
WEST PHILA. LTC MANAGEMENT, INC.
WESTFORD NURSING AND RETIREMENT CENTER, INC.
WILLOW MANOR NURSING HOME, INC.
WYNCOTE HEALTHCARE CORP.
YE OLDE AMBULANCE COMPANY, INC.
YORK LTC MANAGEMENT, INC.
By: /s/ Xxxxx X. XxXxxx
-------------------------------------------
Name: Xxxxx X. XxXxxx
Title: Chief Financial Officer of each of
the foregoing entities
ADS APPLE VALLEY LIMITED PARTNERSHIP
By: ADS Apple Valley, Inc., its general
partner
ADS HINGHAM LIMITED PARTNERSHIP
By: ADS Hingham Nursing Facility, Inc., its
general partner
ADS RECUPERATIVE CENTER LIMITED PARTNERSHIP
By: ADS Recuperative Center, Inc., its general
partner
BREVARD MERIDIAN LIMITED PARTNERSHIP
By: Meridian Healthcare, Inc., its general
partner
CARE HAVEN ASSOCIATES LIMITED PARTNERSHIP
By: Glenmark Associates, Inc., its general
partner
[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE DATED MARCH 16, 2005]
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CATONSVILLE MERIDIAN LIMITED PARTNERSHIP
By: Meridian Healthcare, Inc. and Meridian
Health, Inc., its general partners
CUMBERLAND ASSOCIATES OF RHODE ISLAND, L.P.
By: Health Resources of Cumberland, Inc., its
general partner
EASTON MERIDIAN LIMITED PARTNERSHIP
By: Meridian Healthcare, Inc. and Meridian
Health, Inc., its general partners
EDELLA STREET ASSOCIATES
By: Genesis Health Ventures of Clarks Summit,
Inc., its general partner
GENESIS ELDERCARE CENTERS I, L.P.
By: Genesis Eldercare Partnership Centers,
Inc., its general partner
GENESIS ELDERCARE CENTERS II, L.P.
By: Genesis Eldercare Partnership Centers,
Inc., its general partner
GENESIS ELDERCARE CENTERS III, L.P.
By: Genesis Eldercare Partnership Centers,
Inc., its general partner
GENESIS HEALTH VENTURES OF WEST VIRGINIA,
LIMITED PARTNERSHIP
By: Genesis ElderCare Network Services, Inc.
and Genesis ElderCare Rehabilitation
Services, Inc., its general partners
GENESIS PROPERTIES LIMITED PARTNERSHIP
By: Genesis Health Ventures of Arlington,
Inc., its general partner
GENESIS PROPERTIES OF DELAWARE LTD.
PARTNERSHIP, L.P.
By: Genesis Properties of Delaware
Corporation, its general partner
[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE DATED MARCH 16, 2005]
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GLENMARK PROPERTIES I, LIMITED PARTNERSHIP
By: Glenmark Associates, Inc., its general
partner
GREENSPRING MERIDIAN LIMITED PARTNERSHIP
By: Meridian Healthcare, Inc., its general
partner
GROTON ASSOCIATES OF CONNECTICUT, L.P.
By: Health Resources of Groton, Inc., its
general partner
XXXXXXXX XXXX MERIDIAN LIMITED PARTNERSHIP
By: Meridian Healthcare, Inc. and Meridian
Health, Inc., its general partners
XXXXXXXX HEALTH CARE CENTER-CONCORD
LIMITED PARTNERSHIP
By: XxXxxxxx Health Care Center-Concord, Inc.,
its general partner
MERIDIAN/CONSTELLATION LIMITED PARTNERSHIP
By: Meridian Healthcare, Inc., its general
partner
MERIDIAN EDGEWOOD LIMITED PARTNERSHIP
By: Meridian Healthcare, Inc., its general
partner
MERIDIAN PERRING LIMITED PARTNERSHIP
By: Meridian Healthcare, Inc., its general
partner
MERIDIAN VALLEY LIMITED PARTNERSHIP
By: Meridian Healthcare, Inc., its general
partner
MERIDIAN VALLEY VIEW LIMITED PARTNERSHIP
By: Meridian Healthcare, Inc., its general
partner
MIDDLETOWN (RI) ASSOCIATES OF RHODE ISLAND, L.P.
By: Health Resources of Middletown (RI), Inc.,
its general partner
MILLVILLE MERIDIAN LIMITED PARTNERSHIP
By: Meridian Healthcare, Inc., its general
partner
[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE DATED MARCH 16, 2005]
19
NORTH CAPE CONVALESCENT CENTER ASSOCIATES, L.P.
By: Geriatric and Medical Services, Inc., its
general partner
PHILADELPHIA AVENUE ASSOCIATES
By: Philadelphia Avenue Corporation, its
general partner
POINT PLEASANT HAVEN LIMITED PARTNERSHIP
By: Glenmark Associates, Inc. and GMA
Partnership Holding Company, Inc., its
general partners
RALEIGH MANOR LIMITED PARTNERSHIP
By: Glenmark Associates, Inc., its general
partner
RIVER STREET ASSOCIATES
By: Genesis Health Ventures of Xxxxxx-Xxxxx,
Inc., its general partner
ROMNEY HEALTH CARE CENTER, LTD., LIMITED
PARTNERSHIP
By: Glenmark Associates, Inc., its general
partner
SEMINOLE MERIDIAN LIMITED PARTNERSHIP
By: Meridian Health, Inc., its general partner
SISTERVILLE HAVEN LIMITED PARTNERSHIP
By: Glenmark Associates, Inc., its general
partner
STATE STREET ASSOCIATES, L.P.
By: State Street Associates, Inc., its general
partner
TEAYS VALLEY HAVEN LIMITED PARTNERSHIP
By: Glenmark Associates, Inc., its general
partner
THE XXXXXX GROUP-XXXXXXX HOUSE, L.P.
By: Encare of Wyncote, Inc., its general
partner
THE XXXXXX GROUP-QUAKERTOWN MANOR, L.P.
By: Encare of Quakertown, Inc., its general
partner
THERAPY CARE SYSTEMS, L.P.
By: Genesis ElderCare Rehabilitation Services,
Inc., its general partner
[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE DATED MARCH 16, 2005]
20
VOLUSIA MERIDIAN LIMITED PARTNERSHIP
By: Meridian Health, Inc., its general partner
WALLINGFORD ASSOCIATES OF CONNECTICUT, L.P.
By: Health Resources of Wallingford, Inc., its
general partner
WARWICK ASSOCIATES OF RHODE ISLAND, L.P.
By: Health Resources of Warwick, Inc., its general
partner
By: /s/ Xxxxx X. XxXxxx
-----------------------------------------
Name: Xxxxx X. XxXxxx
Title: Chief Financial Officer of the respective
general partners of each of the foregoing
entities
XXXXX XXXXX ASSOCIATES OF NEW JERSEY, L.P.
By: Encare of Mendham, L.L.C., its general partner
MERCERVILLE ASSOCIATES OF NEW JERSEY, L.P.
By: Breyut Convalescent Center, L.L.C., its general
partner
POMPTON ASSOCIATES, L.P.
By: Pompton Care, L.L.C., its general partner
THE XXXXXX GROUP-OLD BRIDGE, L.P.
By: Health Resources of Xxxxx, L.L.C., its general
partner
THE XXXXXX GROUP-RIDGEWOOD, L.P.
By: Health Resources of Ridgewood, L.L.C., its
general partner
By: Century Care Management, Inc., the manager of the
respective general partners of each of the foregoing
entities
By: /s/ Xxxxx X. XxXxxx
-----------------------------------------
Name: Xxxxx X. XxXxxx
Title: Chief Financial Officer
[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE DATED MARCH 16, 2005]
21
SOMERSET RIDGE LIMITED PARTNERSHIP
By: Somerset Ridge LLC, its general partner
By: Somerset Ridge General Partnership, its
Manager
By: Solomont Family Fall River Venture, Inc.,
its general partner
By: /s/ Xxxxx X. XxXxxx
-----------------------------------------
Name: Xxxxx X. XxXxxx
Title: Chief Financial Officer
ARCADIA ASSOCIATES
By: ADS/Multicare, Inc., its managing partner
By: /s/ Xxxxx X. XxXxxx
------------------------------
Name: Xxxxx X. XxXxxx
Title: Chief Financial Officer
XXXXXXXX HEALTH FACILITIES
By: Meridian Healthcare, Inc. and Meridian Health,
Inc., its partners
By: /s/ Xxxxx X. XxXxxx
------------------------------
Name: Xxxxx X. XxXxxx
Title: Chief Financial Officer
SOMERSET RIDGE GENERAL PARTNERSHIP
By: Solomont Family Fall River Venture, Inc. and The
Somerset Partnership Holding Company, Inc., its
general partners
By: /s/ Xxxxx X. XxXxxx
-----------------------------------
Name: Xxxxx X. XxXxxx
Title: Chief Financial Officer
BREYUT CONVALESCENT CENTER, L.L.C.
ENCARE OF MENDHAM, L.L.C.
HEALTH RESOURCES OF BRIDGETON, L.L.C.
HEALTH RESOURCES OF CRANBURY, L.L.C.
[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE DATED MARCH 16, 2005]
22
HEALTH RESOURCES OF EATONTOWN, L.L.C.
HEALTH RESOURCES OF XXXXX, L.L.C.
HEALTH RESOURCES OF ENGLEWOOD, L.L.C.
HEALTH RESOURCES OF XXXXX, L.L.C.
HEALTH RESOURCES OF FAIR LAWN, L.L.C.
HEALTH RESOURCES OF XXXXXXX, L.L.C.
HEALTH RESOURCES OF RIDGEWOOD, L.L.C.
HEALTH RESOURCES OF SOUTH BRUNSWICK, L.L.C.
HEALTH RESOURCES OF WEST ORANGE, L.L.C.
POMPTON CARE, L.L.C.
ROEPHEL CONVALESCENT CENTER, L.L.C.
By: Century Care Management, Inc., the manager of
each of the foregoing entities
By: /s/ Xxxxx X. XxXxxx
------------------------------
Name: Xxxxx X. XxXxxx
Title: Chief Financial Officer
GENESIS-GEORGETOWN SNF/JV, LLC
GLENMARK LIMITED LIABILITY COMPANY I
MILFORD ALF, LLC
RESPIRATORY HEALTH SERVICES LLC
By: /s/ Xxxxx X. XxXxxx
--------------------------------
Name: Xxxxx X. XxXxxx
Title: Chief Financial Officer
[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE DATED MARCH 16, 2005]
23
SOMERSET RIDGE L.L.C.
By: Somerset Ridge General Partnership, its Manager
By: Solomont Family Fall River Venture, Inc., its
general partner
By: The Somerset Partnership Holding Company,
Inc., its general partner
By: /s/ Xxxxx X. XxXxxx
----------------------------------
Name: Xxxxx X. XxXxxx
Title: Chief Financial Officer
[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE DATED MARCH 16, 2005]
00
XXX XXXX XX XXX XXXX, as Trustee
By: /s/ Xxxxxx Xxxxxx
--------------------------------
Name: Xxxxxx Xxxxxx
Title: Assistant Treasurer
[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE DATED MARCH 16, 2005]
25
SCHEDULE I
Guaranteeing Subsidiaries
Apple Valley Operating Corp.
GMA Construction, Inc.
The Xxxxx Xxxxxxx Partnership Holding Company, Inc.
The Somerset Partnership Holding Company, Inc.
Lake Washington Ltd.
Xxxxxxxx Associates of N.J., L.P.
The Apple Valley Limited Partnership
Westford Nursing and Retirement Center, L.P.
Xxxxx Xxxxxxx General Partnership
Riverview Ridge LLC
Southern Ocean GP, LLC
Somerset Ridge LLC
26
SCHEDULE II
Released Guarantors
Health Resources of Solomont/Brookline, Inc.
Norristown Nursing and Rehabilitation Center Associates, L.P.
Therapy Care Systems, L.P.
27
